General Circular No: 5/2010

No.17/75/2010-CL.V
Government of India
Ministry of Corporate Affairs

5th floor, `A' Wing, Shastri Bhavan,

Dr. Rajendra Prasad Road, New Delhi-110 001.
Dated: 22nd November, 2010

To
All Regional Directors
All Registrars of Companies

Subject:- Reopening/revision of annual accounts after their adoption in the annual

general meeting.

Sir,

Your attention is drawn to the provisions of section 220 of the Companies

Act, 1956 which provide for the manner in which annual accounts (viz balance
sheet and profit and loss account etc) are laid before annual general meeting for
adoption by shareholders and filed with Registrar. This Ministry, vide General
Circular Number 1/2003 (F. No. 17/75/2002) dated 13.01.2003 had directed the
grounds and manner in which accounts can be re-opened/ revised by companies
and thereafter adopted by shareholders. A copy of such circular is attached.

It has now come to the notice of the Ministry that few companies have been
filing their annual accounts under section 220 more than once resulting into
filing/availability of more than one such accounts in the Registry for a particular
financial year.

The matter has been examined in the Ministry in detail and it has been
concluded that keeping in view the provisions of section 220 of the Act read with
Ministry’s General Circular 1/2003, a company cannot lay more than one set of
annual accounts for a particular financial year unless it has reopened/revised such
annual accounts after their adoption in the Annual General Meeting on the grounds
specified in Ministry’s circular Number 1/2003.

Accordingly, it is hereby directed that ROCs should keep a watch on such

kinds of repeat filings of annual accounts and such accounts should not be
accepted except in accordance with provisions of section 220 read with Ministry’s
General Circular 1/2003.

Yours faithfully,

(E. Selvaraj)
Director (inspection & Investigation)
(Ph: 2338 4502